Aderonke. O.

Elesho*

A CRITIQUE OF JOINT VENTURES AND FRANCHISING AS A MEANS OF FOREIGN DIRECT INVESTMENT.

INTRODUCTION
Joint ventures and Franchising are both forms of contractual arrangements entered into for the purpose of the expansion of the business outfit and/or venturing into foreign markets. These two forms of business entities have similarities, as they are both forms of Foreign Investment or participation in International Trade. Nevertheless, they are still both different with each having its different characteristics from the other. This work will examine in detail the nature of joint venture agreements; nature of franchising agreements; the similarities between joint ventures and franchising; and the differences between joint ventures and franchising. However, because joint ventures are of a more technical and complex business structure, a discussion of joint ventures without examining the critical issues which affect joint ventures will be improper. Therefore, this work will also examine briefly the critical issues affecting joint ventures.

* Legal Practitioner and LL.M Student, University of Hull (2011).

JOINT VENTURE AGREEMENTS

Joint venture agreements are a not too definitive type of relationship, as they are not specifically defined by a set of rules as other form of corporations or business entities. However, a joint venture is a form of contractual agreement entered into by two or more corporate persons for executing a peculiar business venture and can be defined as an economic marriage wherein each partner brings to the marriage what the other partner lacks 1. A joint venture relationship is generally construed by the rights and obligations as defined and laid out in the joint venture agreement or the shareholders agreement. The Joint venture is formed through the contribution of assets and liabilities either in cash or kind from the parties to the joint venture for shares which carry economic and voting rights. Upon formation of a joint venture, the joint venturers usually enter into a shareholders agreement, which sets out their respective rights and obligations thereto. Joint venture agreements can be complex in nature, concerning the pooling, common ownership, development, processing and exploitation of assets. A joint venture may however lead to under competitiveness, as a parent company/joint venturer may be able to discipline the market behaviour of the other joint venturer2. On the clog of there being joint control, a joint venturer who has the interest of controlling the market behaviour may decide not to exercise its voting rights in the best interest of the joint venture and thereby restricts the joint venture from reaching its full potential. There are two forms of joint ventures3:
1. 2.

Contractual joint venture Corporate joint venture

CONTRACTUAL JOINT VENTURES This is a form of joint venture that is used for the accomplishment of a particular business venture. Usually parties to this form of Joint Venture have an enormous project and they do a joint bidding and joint performance of the job in order to reduce the enormous weight or
1

Cherin, R. And Combs, J. (1983) Foreign Joint Ventures: Basic Issues, Drafting and Negotiation, The Business Lawyer; Vol 38. 2 Rabassa, V. (2004) Joint Ventures as a mechanism that may favour co-ordination: an analysis of the aluminium and music mergers. European Competition Law Review, 25(12), 771-779 3 Pritchard, R. Fox, R and Sydney, (1996) Economic development, foreign investment and the law in The use of joint ventures in FDI, London, Kluwer Law.

financial liability of the job4. Contractual joint ventures are most suitable in the following situations: Joint bidding agreements in the construction industry, Production sharing agreements in the petroleum industry, Joint exploration agreements in the petroleum and mining industries, Joint operating agreements in the petroleum and mining industries, Tolling agreements, Real estate development agreements5.

CORPORATE JOINT VENTURE This is the most common form of joint venture and under this heading, a special purpose company is registered and the joint venturers take up shareholdings in the special purpose company. The rationale behind a joint venture relationship might be to expand a business or to enter into foreign markets and in some other instances it might be to form a formidable market force and compete with other strong market forces6. Joint ventures are often the means of acquiring raw materials, production facilities, technology or know-how. For a foreign buyer, the difficulty of securing resources from a country with a different culture, different language and different legal system may be too severe7. The rationale for entering into a joint relationship differs from organisation to organisation, country to country. In Russia and the Soviet Union, the reasons for the establishment and operation of joint venture includes: obtaining tax advantage; giving Soviets easy access to the West; gaining publicity; establishing a market presence and watching Soviet developments so as to secure a future position in the Soviet market; to earning high profits (well above Western margins) due to currency exchange/price differences and finally to gain access to Western consumer goods or Soviet raw materials and commodities8. A joint venture may be formed in any of the following ways:

4 5

See note 2 above. Trochon, J. And Curtis, N. (2005) Negotiating and Drafting shareholders agreements, International Business Law Journal 2, 135-152 6 Economic Commission for Europe (1989), East West Joint Venture Contracts, New York, United Nations. 7 Pritchard, R. (1997) The ins and outs of joint ventures, International Company and Commercial Law Review, 8 (9),303-306 8 Enthoven, A.et al (1992) Doing business in Russia and the other former Soviet Republics: Accounting and Joint Venture Issues, Montvale, Institute of Management Accountants.

A foreign investor may buy an interest in a local company A local firm may acquire an interest in an existing foreign firm The foreign and local entrepreneurs/firms may jointly form a new enterprise

Examples of joint ventures are Sony-Ericsson, Penske Truck Leasing, Virgin Mobile India Limited and majorly companies in the rail and construction industry. ISSUES TO CONSIDER IN JOINT VENTURE AGREEMENTS
1.

National Laws shareholders agreement between the joint venturers often include competitive restrictions which the joint venturer consider as necessary for the achievement of the purpose of the joint venture9, However, such clauses must not conflict with the national laws of the host state. Some National laws also require a percentage of local shareholding in Foreign Direct Investment. Management Decision it is best to have competent persons in the managerial seats of the joint venture, those that can make crucial decisions for the joint venture. Powers of the Joint Venture a Joint ventures management body must have enough autonomous power to act in the best interest of the joint venture and the shareholders must not be seen to interfere at all times in the decision making process of the joint venture as this may as well cause conflict. Transfer of shares there might be share restriction clauses in the joint venture agreement. Change in control one of the factors for entering into a joint venture relationship is the goodwill of either or all of the joint venturers. Where there is a change in the control of one of the joint venturers, there should be a clause, other party is allowed to buy out the shares of the changing joint venture, as the business ideal of the changing joint venture might not be in harmony with that of the initial joint venturers. Currency fluctuation10 the need for hard currency coupled with the availability of local currency and the continual fluctuation of the hard currency may bring problems to the joint venture. Political instability the political instability of a state could put the business venture at risk because change in government and even the laws of the government could frustrate the objectives of the joint venture. However, if the joint venture is of such a

2.

3.

4.

5.

6.

7.

Lesguillons, H. (2005) Competition law and Shareholders Agreements. International business Law Journal, 2, 153-172 10 See note 1 above.

nature that involves government participation, a stabilisation clause should be inserted in the joint venture agreement to protect the joint venturers from the political instability of such government11.
8.

Minority rights minority rights should be protected by providing for veto rights in reaching decisions such as major investment plans, approval of accounts, budgetary plans, dividend policy, acquisition or disposal, etc. Loss of certain control rights where a joint venturer is in breach of any of its obligation and is still in interested in participating in the business of the joint venture. The offending joint venturer may be made to lose temporarily certain control rights for as long as he is in breach.

9.

10.

Intellectual Property - upon the exit of one of the partners of the joint venture as a result of deadlock, the surviving joint venturer who is not the owner of the intellectual rights may be granted a license for the use of the intellectual property for royalty fees12. Resolving Deadlocks

11.

Casting vote - where there is a deadlock between the board, it is best to have the chairman of the board exercise a casting vote; however this would best work where the chairman is jointly appointed by the parties or the chairmanship rotates periodically13.

Swing man director14 this director would only come in when there is a deadlock between the board.

12.

Termination or break up of the joint venture A joint venture may terminate by effluxion of time, contractual discharge, mutual agreement or frustration where as a result of deadlock, parties decide to terminate the joint venture, the following clauses may be inserted into the contract to deal with the problems of termination:

Russian roulette15 - the a provision entitles either party to serve a notice on the other requiring the other party either to buy its shares at a set price or sell its

11

Al-Emadi T.A.Q (2010) Stabilisation clauses in international joint venture agreement. International Energy Law Review 3, 54-63. 12 Ly, F.D. (1995), Divorce clauses in international joint venture contracts. International Business Law Journal, 3, 279-315. 13 Rashidmanesh, H. (2001) Negotiating and structuring a joint venture in the communications and technology industry: flexible commercial and legal solutions to guarantee a win-win situation. Computer and Telecommunications Law Review 7(7), 167-174. 14 Harvard Law Review (1964-1965) Joint Venture Corporations: Drafting the Corporate Papers, Harvard Law Review, p.393.

shares to the party giving notice at the same price. The other party then has a period in which to accept the offer to buy or sell its shares at that price.

Auction16 the parent companies are the bidders and the lowest bidder will get to buy out the other joint venturer. Drag along - the majority shareholder can force the minority shareholder to sell its stake to a third party willing to acquire all of the shares of the JV, on the same terms than those offered to the majority shareholder17.

Come along the minority shareholder is entitled to exit from the JV on similar terms than the ones offered to the majority shareholder18.

Factors such as the motivation, expectation, choice of partner, control mechanisms, previous joint venture experience and cultural context all account for the success or otherwise of a joint venture19. DEFINITION AND NATURE OF FRANCHISING A franchise is a commercial as well as legal relationship which ensues between the owner of a trademark, service brand, brand name, or an advertising symbol wishing to trade under that same style for profit making purposes. Under the franchise agreement, the parent company (franchisor) grant rights to the franchisee who is an independent entity to trade under its business name and goodwill as well as using its get-up, style and technical know-how for the payment of royalties. At the commencement of the franchise, the franchisee has to pay a lump sum to the franchisor. The most prominent feature of a franchise agreement is that the ownership of the franchisor and the franchisee are different business entities20. Franchising is best suitable for businesses which have a good proven record of profitability and businesses

15

Svernlov, C. (1997) Joint ventures revisited, International Company and Commercial Law Revisited, 8 (12), 415-416. 16 See note 15 above. 17 See note 5 above. 18 See note 5 above. 19 Tiemessen, I. et al (n. d) Knowledge management in International joint venture Cooperative Strategies North American Perspective eds Paul W. Beamish, J. Peter Killing [Internet] 2010 Available from http://books.google.co.uk/books?hl=en&lr=&id=FG3zHDfGTugC&oi=fnd&pg=PA370&dq=international+joint+v entures:+a+practical+guide%22&ots=N1QlFGuD0&sig=odEqOAXiIFns82gA4IQNR8zzVhk#v=onepage&q=international%20joint%20ventures%3A%20a%20p ractical%20guide%22&f=false [Accessed December 1, 2010] 20 Garcia-Herrera, A. And Llorca-Vivero, R (2010) How time influences franchise contracts: the Spanish case European Journal of Law & Economics 30(1), 1-16

and can easily be replicated. The widespread use of franchising agreements is most recent 21. The average person equates franchising with the fast-food industry however, the turn of events has shown that franchising is not peculiar to the fast-food industry as franchising is available in hair salons business, hardware, automotive, janitorial services, housekeeping services, vehicle repair services, hotels and even in almost all business endeavour. The parent company grants this right in order to increase its profit expand into other markets, reduce competition and particularly for growing a chain of stores without direct investment and liability over the various outlets. A franchise is a proven system for running a business and generating profits22. There is an estimated 32,000 franchises in the UK and it is currently a 9.65 billion business in the UK 23 while in 2006, 420 franchises where counted in Vietnam24. A franchise is most suitable for persons who are team players and the franchise sector is usually portrayed as being a safe and profitable business with minimal work being required of the franchisee however, like any business, the franchising industry has its pros and cons. It is noteworthy, that in contribution to the development of franchise the US Franchise Rule of October 21 1979 and the Canadian Franchises Act 1995 (Alberta) requires franchisors to make full disclosure of all material fact that a prospective franchisee needs to consider in order to make a rational decision about signing up for the franchise or not25. Vietnam has also enacted The Commercial Law of 2006 in order to regulate franchising and Sheila Nadler26 stated that with an ever increasing number of states legislating on franchising, it seems states are competing on who can make the most onerous and useless legislation. This statement cannot be disassociated from the fact of the inability to monitor the disclosure rules27.

21

Ropolo, E.P. and Giglio, G.G. (2008) Termination of franchising agreements in Argentina, International Company and Commercial Law Review, 19(7), 228-233 22 Burns, T. (2006)Developing a franchise: could securitisation be a serious funding option for franchisors in the United Kingdom? J.B.L. 656-680 23 Available on http://www.uknetguide.co.uk/Business/Article/Pros_and_Cons_of_a_Franchise-100031.html Accessed on December 26th, 2010. 24 See note 8 above 25 Franchise Rule (1979) taken from Brown, J. (no date) Available at http://www.entrepreneurismbible.com/joint_venture/kb_pros-and-cons-of-franchise.htm Accessed on December 27th, 2010. 26 Nadler, S. (2008) Frustrations of Being an International Franchise Lawyer, International Journal of Franchising Law p.23. 27 Marshall, C.C. (1996) Canada: franchises: legislation: New Franchise Act, International Company and Commercial Law Review, 7(3), C41

A franchisee does not obtain ownership of the trademark therefore it is can be described as a temporary form of business and it is not suitable for an entrepreneur who will want to start its own business, develop its brand, business concepts and systems. A franchise relationship is interdependent and the franchisor and franchisee may be referred to as co-venturers28. Under the franchise arrangement, it is noteworthy that there are two competing interests, that of the franchisee who wants to run an independent business and maximise profits in all way possible and the interest of the franchisor who wants to expand its business and also keep the standards already attributed to the brand. The success of the franchisees business is dependent on the franchisors business and if the franchisor therefore makes bad business decisions and the business fails, the franchisees business fails as well. The franchisor usually provide on-going support for the franchisee29 and franchisors can even choose the locations of their outlet in order to maximise sales as they can afford to pay for high street locations which are strategically advantageous to the business. Goods and supplies may be made available to the franchisee at lower cost because of the purchasing power of the franchisor. The franchisee may be restricted from engaging in other activities which may profit the franchisee in the business environment even though there is a high demand for the goods/services. The franchise arrangement may be such a rigid process that the opinion of the franchisee is never heard and the franchisee has to comply with the directives of the franchisor which may make business frustrating for the franchisee and penalties for non compliance in major alterations can be high. A franchisee is bound by the contract term of years and cannot therefore just terminate the contract as it would lose the initial start-up cost and also pay a penalty fare. The franchisees business is at the whims and caprices of the franchisor and any bad business decision may lead to the franchisee losing its investment. Likewise, a franchisor can also lose the reputation and good standing of the brand due to the franchisees negligence or failure to comply to the franchisors standard. In spite of the disadvantages of buying a franchise, a franchise offers considerable advantages of reduced risks as compared to starting out the business from the scratch; a franchise can also create demand for the business even before the business is established. Owning a franchise does not guarantee success and the franchisee has to work for the success of the franchise. However,

28

Chris Nicoll, C. (1995) Does termination of a franchise of indefinite duration require "judicial legislation"? Journal on Business Law, Sep, 472-484 2920 Trochu, M. And Quoc, C.N. (2009) The franchise contract in Vietnam, International Business Law Journal, 6, 725-739

in avoiding the disadvantages of a franchise, some franchisors enter into a joint venture agreement wherein the franchisor grants a franchise right to a joint venture company in which it is a partner. Examples of businesses operating under franchises are McDonalds, Starbucks, Subway, Jani-King, Days Inn, e.t.c SIMILARITIES BETWEEN JOINT VENTURES AND FRANCHISING
1.

Minimisation of risks a joint venture agreement afford its business partners an opportunity to minimise their risk in that two small vertical companies can undertake a business venture which they could not have solely undertaken by both companies pooling their resources together to minimise their exposure under the expansion scheme and in the rather new business undertaking. A horizontal and vertical company seeking to expand its business may also minimise its risk by entering into a joint venture agreement and having its new partners cover its back in the rather new area of its business venture where it has no expertise. Also, obtaining a franchise means that the franchisee signs up to an established business framework which helps reduce start-up problems and minimise risk, it provides an opportunity for the franchisee to enter into the market in a relatively short time. The franchisors brand helps to increase the profitability of the franchisees business as opposed to if the franchisee was to build its brand and trade under it. Maximisation of knowledge a company who has the know-how in a business field and has no marketing power or market presence could enter into a joint venture agreement whereby it retains its knowledge and produces its goods while its partner with market presence and marketing power markets the goods and sells them. Under a franchise, knowledge is also maximized by the franchisor, who divulges only its technical know-how to the franchisee for the prospering and expansion of its business. The franchise agreement would contain a non-disclosure30 clause which restricts the franchisee from disclosing any confidential information obtained while operating under the franchise however, the disclosure or non-disclosure of the business know how cannot be monitored by the franchisor31. Incoming foreign investment joint ventures introduce foreign exchange and hard currencies into the host state, thereby developing the state and providing for jobs and

2.

3.

30 31

Tsirat, A. (2009) Franchise agreements in Ukraine, European Newsletter, 59(Jan), 13-15 Pratt, J. (2000) Franchising an alternative European distribution strategy, International Company and Commercial Law Review, 11(1) 5-11

infrastructure. Likewise franchising is a means of foreign investment in and once a franchise has been granted, jobs are created and the economy of the host state benefits. Franchisors may also provide monetary support to their franchisees thereby introducing foreign currency.
4.

Access to local borrowing powers by establishing either a joint venture corporation or company or a franchise in a different location, the business entity will have access into the financial market of that territory. Tax and other fiscal benefits in some countries, investment of foreign companies in its economy comes with some form of tax exemption and other fiscal benefits Differing management philosophies this might be a major problem between joint venture partners who have different aims, different budget, or are even differently placed wherein a partner might be seeking to maximise profits while another partner might want to keep improving the business and seeking to deliver services the best way possible. This problem is not peculiar only to the joint venture as this may also be a major hiccup in the franchise relationship as the franchisee and franchisor might have different management philosophies. Government regulation under both joint ventures and franchise, there might be government regulations which makes it difficult to repatriate profits and/or royalties. Restriction of Trade joint venturers are precluded by the shareholders agreement from competing with the joint venture likewise, franchisees may also be restricted from some form of trading whilst in the joint venture except it is approved by the franchisor even if there is high demand for it.

5.

6.

7.

8.

DIFFERENCES BETWEEN JOINT VENTURES AND FRANCHISING

1.

Complexity the formation of a joint venture is time and resources consuming as usually there will be market surveys, partner survey and the drafting of the joint venture and other ancilliary agreements. The establishment also creates complexity with the issue of ownership of property and the transferability or otherwise of the property and the difficulty partners may have in obtaining individual loan to execute their own part of the business contract due to the joint ownership of property especially where the joint venture is in a contractual form. This problem is peculiar to joint venture and it does not arise in franchise. Third party liability joint venturers may be held liable and responsible for the debts and torts of their participating partner when those acts are done under the joint venture
10

2.

veil while under a franchise, a franchisor can never be held responsible for the acts of a franchisee. However, the liability of either the franchisor or franchisee to third parties can affect the business of the other party.
3.

Ability to bind the joint venture partners a joint venture enterprise may have the effect of creating unlimited joint and several liability of the partners for debts incurred by the partnership32. This liability is avoidable by registering the joint venture as a company limited by shares and also by obtaining insurance against. However, under a franchise arrangement, neither the franchisor nor franchisee can be bound by the acts of the other as each party bears the sole responsibility for their businesses. It is however not uncommon for franchisors to contract on behalf of itself and its franchisees for national or regional advertisement on behalf of the franchisees and in this instance, the franchisee will be liable for the payment of its part in the advertisement bill. Conflicting corporate culture this is peculiar to joint ventures, where either of the parties may be a risk taker in business while another of the partners may undertake business in the conventional style thereby making it difficult to reach decisions. Opportunity for the State Government to participate in business this is relevant in the oil and mining industries. Joint ventureship provides an opportunity for the government to be actively involved in the mining, exploration, production and control the Countrys natural resources.

4.

5.

6.

Loss of Control - It is usually difficult for the franchisor to monitor and control the franchisees, this is non-existent in the joint venture relationship as partners are on board to manage their investment or where they are not present, they have persons who represent their interest on board the company, to ensure they are protected. Also, franchisees are also at risk of losing control over the business as the franchisor may dictate and make every major business decision thereby depriving the franchisee control over the business.

7.

Risks of non-compliance - joint venturers are in business together and are bound to comply to the same rules. However, franchisees are bound to comply with the rules and working standards of the franchisor and this is usually difficult for the franchisee as it takes away the independence and entrepreneurial skills of the franchisee and the

32

Svernlov, C. (1991) Multinational joint venturing in the United States, Journal of Business Law, 1991, Nov, 601-623

11

franchisor also runs the risk of its business turning sour if a franchisee fails to adhere with to its trading standards.
8.

Royalties this are only paid in franchise arrangement however, where in a joint venture, a parent company has granted a license for the use of its intellectual property, then royalties will be applicable to joint ventures but royalties are not payable in joint ventures in the ordinary course of business. Also, royalties in franchise are paid from gross income and not profit33 which therefore means that even where the profit margin is small, the franchisor will be paid according to the output and not according to input. Master servant relationship the franchise relationship can be likened to a master servant relationship as the franchisee has to adhere strictly to the shots of the franchise whilst joint venturers are business partners and no one is a boss over the other. It is board resolutions and decisions that determine how the joint venture is administered even though either of the joint venturers may be able to exert control over the joint venture and determine board decisions due to having more directors on the board over its other partners. Ability to obtain loan joint venturers are granted loan based on the charge available on their individual assets in the joint venture assets if it is a contractual joint venture or on the asset of the joint venture as a whole if it is a corporate joint venture. While in the case of a franchise, a franchisee is considered for loans based on the success or otherwise of the franchisors brand. Termination the termination of either a franchise or joint venture other than by effluxion of time is usually a messy affair and this can only be managed by carefully drafted clauses in the various agreements. The conflicts which arise upon termination other than by effluxion of time are different in under both business entities. Under the franchise agreement, a franchisee who woshes to terminate before the effluxion of time will be lose the lump sum paid to the franchisor, pay a penalty fare and conflicts may even arise as to the date up until which fees will be paid34. A franchisee who has obtained goodwill may decide to quit the franchise and set up another business entity. Whilst for a joint venture, where termination of the joint venture arises from conflict,

9.

10.

11.

33

Available on http://www.startups.co.uk/pros -and-cons-franchisees.html accessed on December 26 2010. 34 Adams, J.N. (1994) Franchise agreements: avoiding pitfalls, Journal on Business Law, Nov, 566-573

th,

12

either of the joint venturers can sell its shareholdings, or force the other party to sell its shareholdings.
12.

Certain term of years a franchise agreement is contracted for a certain term of years and upon expiration of the franchise, the franchisee will have to pay a fee for extension of the contract and the extension is not automatic, as it is based on the performance of the franchisees business and upon the unilateral decision of the franchisor. However, a joint venture may terminate by effluxion of time and where parties want to extend the business no partner can wield excessive power over the other. On-going support from the business outset, franchisors provide business support to the franchisee in various forms by taking it through several training and during the lifetime of the franchise, there is support from the franchisor. This is not the case with joint venturers as every partner is on its own in a contractual joint venture while in the corporate joint venture, the joint venture is solely responsible and no parent company will provide support to the joint venture except for protecting their interest/investment in the joint venture. Ownership ownership of the joint venture is vested in the joint venturers while a franchise is not totally vested in the franchisee as the name, technology, style, get-up are all on rent and for a term of years. Therefore, absolute ownership of the franchise is never vested in either the franchisee or franchisor as they own the business jointly and severally. Synergy the mode of operation of joint ventures is the pooling together of resources by the different parties for a strategic business operation however, this is not present in franchising as franchisees do not bring any resources to the relationship and they do not have any market presence. The franchisee only helps expand the business of the franchisor and also increase the profitability of the franchisors business through the payment of royalties. Diversification joint ventures provide for diversification and expansion of the joint venturers business as they can move from purely production to sales or from entering into another industry while a franchise only allows for the establishment of the franchisors business in new territories.

13.

14.

15.

16.

CONCLUSION
13

It is common knowledge that businesses seek to expand every now and then, joint ventures have proved to be a great form of synergy where each partner can manage their investments while franchising also serves the yawning of both the franchisor and franchisee to expand business and run a business independently. If joint venturers and franchisees/franchisors enter the agreement with knowledge of the business downfall, then the success limit of businesses is not yet fathomable.

14

BIBLIOGRAPHY
INTERNET RESOURCES

1.

http://www.uknetguide.co.uk/Business/Article/Pros_and_Cons_of_a_Franchise100031.html Accessed on December 26th, 2010.

2.

http://www.startups.co.uk/pros -and-cons-franchisees.html accessed on December 26th, 2010.

STATUTES
1. 2. 3.

Commercial Law (2006) Franchise Rule (1979) Franchises Act (1995)

BOOKS

1.

Economic Commission for Europe (1989), East West Joint Venture Contracts, New York, United Nations.

2.

Enthoven, A.et al (1992)Doing business in Russia and the other former Soviet Republics: Accounting and Joint Venture Issues, Montvale, Institute of Management Accountants

15

3.

Pritchard, R. (ed), (1996) Economic development, foreign investment and the law in The use of joint ventures in FDI, London, Kluwer Law International

ARTICLES
1. 2.

Adams, J.N. (1994) Franchise agreements: avoiding pitfalls, J.B.L. Nov, 566-573 Al-Emadi T.A.Q (2010) Stabilisation clauses in international joint venture agreement. International Energy Law Review 3, 54-63.

3.

Burns, T. (2006)Developing a franchise: could securitisation be a serious funding option for franchisors in the United Kingdom? J.B.L. 656-680

4. 5.

Cherin, R. And Combs, J. (1983)The Business Lawyer; Vol 38. Pritchard, R. (1997) The ins and outs of joint ventures, International Company and Commercial Law Review, 8 (9),303-306.

6.

Chris Nicoll, C. (1995) Does termination of a franchise of indefinite duration require "judicial legislation"? J.B.L. Sep, 472-484.

7.

Garcia-Herrera,

A.

and

Llorca-Vivero,

(2010)

How

time

influences franchise contracts: the Spanish case European Journal of Law & Economics 30(1), 1-16.
8.

Harvard Law Review (1964-1965) Joint Venture Corporations: Drafting the Corporate Papers, Harvard Law Review, p.393. Lesguillons, H. (2005) Competition law and Shareholders Agreements. International business Law Journal, 2, 153-172

9.

10.

Ly, F.D. (1995), Divorce clauses in international joint venture contracts. International Business Law Journal, 3, 279-315.

11.

Marshall,

C.C.

(1996)

Canada: franchises:

legislation:

new franchise Act,

International Company and Commercial Law Review, 7(3), C41.

12.

Nadler, S. (2008) Frustrations of Being an International Franchise Lawyer, International Journal of Franchising Law p.23. Pratt, J. (2000) Franchising an alternative European distribution strategy, International Company and Commercial Law Review, 11(1) 5-11.

13.

14.

Rabassa, V. (2004) Joint Ventures as a mechanism that may favour co-ordination: an analysis of the aluminium and music mergers. European Competition Law Review, 25(12), 771-779

15.

Rashidmanesh, H. (2001) Negotiating and structuring a joint venture in the communications and technology industry: flexible commercial and legal solutions to
16

guarantee a win-win situation. Computer and Telecommunications Law Review 7(7), 167-174.
16.

Ropolo, E.P. and Giglio, G.G. (2008) Termination of franchising agreements in Argentina, International Company and Commercial Law Review, 19(7), 228-233.

17.

Svernlov, C. (1991) Multinational joint venturing in the United States, Journal of Business Law, J.B.L. 1991, Nov, 601-623.

18.

Svernlov, C. (1997) Joint ventures revisited, International Company and Commercial Law Revisited, 8 (12), 415-416. Tiemessen, I. et al (n. d) Knowledge management in International joint venture Cooperative Strategies North American Perspective eds Paul W. Beamish, J. Peter Killing [Internet] 2010 Available from

19.

http://books.google.co.uk/books?hl=en&lr=&id=FG3zHDfGTugC&oi=fnd&pg=PA3 70&dq=international+joint+ventures:+a+practical+guide%22&ots=N1QlFGuD0&sig=odEqOAXiIFns82gA4IQNR8zzVhk#v=onepage&q=international%20joi nt%20ventures%3A%20a%20practical%20guide%22&f=false [Accessed December 1, 2010]

20.

Trochon, J. And Curtis, N. (2005) Negotiating and Drafting shareholders agreements, International Business Journal 2, 135-152.

21.

Trochu, M. And Quoc, C.N. (2009) The franchise contract in Vietnam, International Business Law Journal 6, 725-739.

22.

Tsirat, A. (2009) Franchise agreements in Ukraine, European Newsletter, 59(Jan), 1315.

17

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